Fears Taking Over 3- The Truest Defense Against Fear
by Just4FunFiction
Summary: Following the revelation that the hyenas and the jackals have joined forces, Simba addresses the herd leaders. But when Rafiki has a revelation of his own, it causes some demons in Kion to reawaken- demons that he can't face alone.


The sun was close to fully setting over the horizon, the now amber sky getting darker as the cold of night began to settle in. Whilst most of the animals of the Pride Lands were preparing to go to sleep, ready to rest up for whatever may come the next day, a group of about twenty animals were gathered at Pride Rock. The leaders of the crocodiles, gazelles, zebras, hippos, rhinos, wildebeest, giraffes, ostriches, antelopes, elephants, baboons and buffaloes were all waiting outside the king's cave, wondering why they had all been summoned. Next to the cave's entrance were the Lion Guard, as well as Rafiki, his apprentice Makini, Zazu and Kiara. They were all aware of the situation, but had agreed to keep quiet until Simba delivered his speech on the matter.

"Is this going to be much longer?" Bupu, the leader of the antelope herd, complained. "I need to return to my herd."

"I promise it won't be long," Kion explained. "I know it's late and you all want to return to your herds to make sure they're okay, but this is an incredibly important matter. It couldn't wait until tomorrow."

"It better be," Makuu, the leader of the crocodile float, snapped. "I don't want my time to be wasted."

"It won't," Fuli retorted, "you can be sure of that."

Makuu would have challenged back, but he chose not to upon seeing Queen Nala emerge from the cave, moving to join Kiara. Behind her, King Simba slowly exited the cave, the golden-furred, red-maned lion bearing a serious expression on his face that caused any doubts about the importance of this sudden meeting to dwindle and disappear.

"Thank you all for coming," he spoke, his voice matching his expression. "My apologies for this being quite so late. However, this is a matter of great importance, so I needed to alert you without delay." He took in a deep breath, composing himself before he continued his speech. "Earlier today, there were two attacks in the Pride Lands- Twiga," he looked towards the giraffe leader, "as I'm sure you remember, you and Juhudi were chased by the hyenas." She nodded, a frown on her face at the memory of her daughter in danger. "At the same time, the jackal clan, led by Reirei, attempted to attack the pangolins. The two attacks meant the Lion Guard had to split up to meet the attacks and help send them away. However, both attacks were quickly stopped, and they both retreated to the Outlands." Simba turned to Ono. "Ono, as the keenest of sight of the Lion Guard, you ensured that they left without hesitation, correct?" Ono gave a nodded. "Please, tell everyone here what you saw."

"Yes, your highness," he replied, before clearing his throat. "While we initially thought that the two attacks were unrelated, as both clans fled to the Outlands, they started running side by side in the same direction. In other words, it appeared that the two clans had formed an allegiance." This elicited a collective gasp from the herd leaders.

"Sadly," Beshte took over, "this turned out to be true. Thanks to our friend Tamaa the Drongo, we were able to stop the hyenas from attacking Rafiki, while Tamaa distracted Reirei's clan. However, they soon saw through his impressions, and also began to attack us."

"We were fortunate enough to be able to fend them off," Kion added, "and they retreated to the Outlands. Chances are, they will soon be back, and if they launch another attack like they did today, we can't guarantee that we can stop them."

"Thank you, Lion Guard." Simba turned back to the herd leaders. "This development is of great concern to us, as it means that their allegiance means they can provide a stronger attack."

"Hate to make matters worse," Makuu spoke up, "but if they've formed an allegiance, it's possible that they could ally themselves with others. After Kiburi was banished following the Mashindano not long back, they went to the Outlands. It's possible they could join him, if it means a chance at revenge on the Pride Lands."

"Quite right, Makuu. I am also aware of the Outlands lion tribe, led by Zira." This started to stir panic amongst them, but Simba was quick to calm them. "Everyone, everyone! This is all theoretical at this point, and we plan to investigate further. However, these are real possibilities that we must now consider. From now on, we will be conducting a night watch to ensure there are no attacks while you or your herds are sleeping. Until we feel it is safe otherwise, the lionesses will be taking turns to patrol at night, and make sure that everything is safe. In the meantime, return to your herds. Ensure they are safe, and in the morning, let them know what the situation is, and do what is best to ensure the safety of those you lead. If at any time there is an attack you cannot handle, do your best to get your herd to safety and find either myself, one of the lionesses or a member of the Lion Guard, and we will do what we can to aid you. As king, I take the safety of all Pride Landers as a top priority- that shall not be compromised, not now and not ever."

Silence fell the leaders for a while, taking in the information and warning they had just received, until Ma Tembo finally spoke up. "Thank you, your highness," the elder elephant told him, "I will do what I can to protect my herd."

Simba gave a considerate smile. "I know you will, Ma Tembo, and I know you all will do the same for your own. Now, by all means, return to your herds. I wish you all safe passage."

The leaders of the different herds all made their goodbyes to the king, thanking him for warning him, before going on their way. Simba turned to the Lion Guard, the mandrills, the hornbill, and his wife and daughter. "Thank you all for being here as well."

"No problem, bro!" Bunga told him, no less deterred by this development. "No matter who comes our way, we've got it covered!"

"I wish that were so, Bunga," Rafiki spoke up, a slightly solemn tone in his voice, "but it is possible that, that may not be the case." Simba cocked an eyebrow as all eyes turned to the mandrill. "I did not wish to stir fear into their hearts tonight without further proof on what this means, but I must tell you something. Following de battle with de hyenas and jackals, Kion showed me a symbol that was burnt into the ground. At first, it didn't ring any bells, but after consulting de paintings, I know now just what it is, and it is not good, by any means."

"What was this symbol?"

"It was the mark… the mark of Scar."

They all gasped. "S… S-Scar?!" Kiara gasped. "A-as in my dad's uncle? The former king who ruined the Pride Lands?"

"Yes, the very same. I wish it was not de case, but it is."

"But how is this possible?" Nala pleaded. "Scar died following the battle at Pride Rock! Simba saw the hyenas kill him!"

"That's true," Simba spoke, deep in thought. "I did…"

"Is it even possible for him to come back?" Beshte asked, worried.

"I do not know," was all Rafiki could say in response to this. "De kings of de past hold many secrets… sadly, de evil kings do too."

"Kion, was there anything else you saw when-" Simba stopped upon looking upon his son. As everyone turned to the leader of the Lion Guard, they noticed his eyes were fearful, wide and panicked as they gazed at his paws. His breathing was rapid and shaky. "Kion? Are you alright?"

He didn't respond straight away, so Fuli tried to get through to him. "Kion? What's wrong?"

Despite her voice being gentle when she asked, his head jerked back, surprised by her voice. He looked at her, then looked at everyone else. Their eyes were all on him, so he took a moment to collect his breathing before he responded.

"Sorry," he told them, "what was the question?"

"Kion," Simba tried again, this time more slowly, "when you saw the symbol burnt into the ground, did you see anything else?"

He thought back to the moments leading to the end of the battle- how he saw Janja trying to escape, how he was surrounded by fire, how he looked to be talking to someone. He remembered thinking he saw a figure, but it was gone too quickly, if there was one. His eyes then suddenly flashed with a different image, one he wished he could forget, causing his whole body to recoil. Fuli saw a familiar look in his eye as this happened- one that worried her- but she didn't get the chance to say anything. "I… I'm not sure."

Simba frowned, wondering what his son was thinking, but he knew that to press it there and then would be pointless. "I see. Well, this is worrying." He turned to Rafiki. "Rafiki, is there any chance you can look into this further?"

"I will do what I can, your highness, but I cannot promise much more than I have already given."

Simba sighed. "Thank you. For now, we all need rest. I have assigned the lionesses for tonight's night watch." He looked at the Lion Guard. "I need you all to rest, ready for tomorrow. If you are needed, I will send Kion to get you. Good night, everyone."

When they had all said their goodbyes, they began to go their separate ways, with Bunga, Beshte, Ono, Rafiki, Makini and Zazu all heading to their homes, and Simba, Kiara And Nala beginning to return to their cave. Kion was about to join them, but Fuli stopped him.

"Kion, I'm worried about you," she told him, "you don't look good. Are you sure you're alright?"

He didn't respond straight away, letting out a tired, low sigh. "I'm sure," he told her, but with little conviction in his low voice, "don't worry. You should get some sleep. I'll see you tomorrow, Fuli."

He gave a weak smile, before beginning to head to the cave, with Fuli watching worriedly. Along the way, he stopped, recoiling like he had moments ago, before hesitantly continuing to walk. As he approached the cave, Nala came back out. She was going to say something, but he just skulked past her. She then noticed Fuli looking towards her.

"Fuli?" She asked, approaching the young cheetah, careful not to wake anyone. "What are you still doing here?"

"Oh, I was just… going. Good night."

Nala gave a weak smile. "Good night, dear."

Both turned around and began to walk in separate directions, but after only a few steps, Fuli stopped. She gave a heavy sigh, as heavy as her heart. "Wait." Nala stopped, turning back around. Fuli turned around and looked the queen in the eyes, allowing her to see the fear behind the cheetah's own. "I'm… I'm worried about Kion. Just then, I saw something in Kion's eyes that I've seen before. It was when he last had one of his nightmares."

"Oh." Nala remembered the incident, and how Fuli had carried the lion cub back to Pride Rock in the middle of the night, passed out. "I see. Do you think that he is having episodes of that trauma again?"

Fuli nodded. "I don't know what's causing them, but I know I could never live with myself if I didn't at least try to help, or at least, make sure he's okay."

There were a couple of tears brimming in her eyes as she finished that sentence. Nala couldn't help but smile- she knew how dearly the two cubs cared for each other, despite being different species. She knew that Kion would do anything for Fuli, and vice versa. "I see. Well then, Fuli, what do you wish to do?"

Fuli felt her cheeks flush. "Nala, may I… stay here tonight? I just want to make sure Kion's okay. Please."

Nala would have let out a laugh, but everyone else was settling to sleep, and it may have come across as if she thought Fuli was joking, when she knew how serious she was. Instead, she carefully approached Fuli and gave her a light nuzzle. "I can see that you care deeply for my son." Fuli's cheeks heated up further at this. "Yes, Fuli. You may stay here, and make sure Kion is okay. In fact, I would greatly appreciate it if you did, since you've been so supportive to him through this."

Fuli smiled. "Thank you, Nala."

"Of course, my dear." She looked to the sky and saw that the sun was finally setting, the skies going dark. "Come. We should go inside."

Fuli nodded, following the queen to the cave. It was noticeably quite empty, due to the newly instated night watch, so other than Simba, Nala, Kiara and Kion, there were only a handful of lionesses in there as well. Nala made her way towards her already sleeping daughter and her husband, lying down and wrapping a paw over Kiara's back to pull her closer, Fuli made her way towards Kion. He was fast asleep, but his face showed no signs of a happy dream. She sat down, her eyes not leaving the sleeping cub. Simba took notice, and turned his head towards his wife, who didn't hesitate in answering.

"She's worried about him," she told him, whispering.

"Why would she be worried?" He asked.

"Do you remember the last time Kion had a nightmare?" He frowned, remembering clearly. "She seems to think he might have another. Given that she was the one to help him, perhaps having her here is a good thing."

"Hmm… perhaps you're right." He yawned, lowering his head into his paws. "Good night, Nala."

She rolled her eyes, before replying, "good night, Simba."

As he closed his eyes, she directed her gaze to the two cubs in front of her. Fuli was oblivious to this, only watching Kion, wondering where his dreams were taking him.

* * *

 _Kion was running through the Pride Lands, the Lion Guard following closely behind. "Come on, guys!" He called, turning back to look at them. "We cannot let the hyenas attack the gazelles!"_

" _Right behind you, Kion!" Bunga called out._

" _Ono, how far away are they?"_

" _Not far, Kion," Ono replied, "they're just past the hill, a mile, maybe a couple of miles from hear."_

" _Alright. Let's get there quick."_

 _So, they continued to run, Kion returning his attention to what was in front of him. He could see the hill in the distance, and he knew that they would get there quickly. His main concern was that, while he could see to the left and right of the hill and would know if the hyenas were coming from either of those directions, the ground they were on was flat. That meant that if the hyenas ran towards the herd from the opposite direction, they wouldn't be able to tell that until they arrived._

' _We'll get there,' Kion thought to himself, 'we have to.' Fortunately, they got there pretty quickly. As Kion reached the top of the hill, he was met with an unusual sight- the grazing ground was empty. There were no gazelles, no hyenas- no sign of life at all. It didn't look like there had been a scuffle, and the grass didn't look like it had been eaten on. It was as if the herd was never even there. 'What? How can that be?'_

" _Ono, are you sure that-" As he turned around, he became even more unsettled, as the rest of the Lion Guard were also gone. "Guys? Where are you?" He began looking around, frantic. "Fuli? Ono? Beshte? Bunga?" His worries grew when he looked back to the grazing ground and noticed something odd. Walking down the hill, he slowly approached what looked to be a burn mark in the ground. As he got closer, he noticed a symbol. It didn't take long for him to recognise it as the one from earlier, and his eyes widened. "It… it can't be!" His worries became fears, as the symbol turned from black to glowing red. As he backed away, the symbol suddenly caused a great fire to spawn from it, stretching widely around the grazing ground. Kion turned around and noticed he was trapped. "Fuli! Guys! Where are you?!"_

" _Oh, Kion," he heard a voice beckon behind him, "your friends aren't here. It's just you and me." Kion felt a cold chill run down his spine, and as he slowly turned around, desperately hoping the voice didn't belong to who he thought it was, they were quickly dashed at the sight of the former king, Scar. Except, it was clear that this is not the Scar that once was- his black mane was instead a series of red flames, flickering past his fur. His claws were like sharp stones, scraping against the floor as he took a couple of cold, slow steps towards his great nephew. His facial scar was pure black, and his eyes were pure white. His body was marked with numerous other scars- teeth marks, gashes, grazes. The evil ex-king cackled, grinning madly. "What's the matter, Kion? Aren't you excited to see me? Don't forget- we're family."_

 _Kion backed up, his breathing increasing rapidly. A cold sweat began to take over his body, the fear in his eyes clear. "Y… y-y… you're not real. Y-you can't be. You died."_

 _Scar raised a paw to his chest. "Why, Kion! Quite frankly, I'm disappointed! How could you possibly think that of me?" His grin grew, and his eyes widened. "I'll show you what it's like to be dead!"_

 _Scar pounced with a mighty roar, his claws aiming right for the lion cub's throat._

* * *

Kion visibly tensed, his body jerking. Fuli jumped back slightly. She could see the pain in his face, his eyes squeezed tightly shut and his teeth gritted. His breathing had quickened, although not to an alarming rate, and his body was shivering. She tried to get closer to whisper to him that everything would be okay, but his body jerked again, his breathing quickening again. He was murmuring something, his voice sounding worried. This worried her. She wanted to help him, calm him down, do anything, but she wasn't sure what she could do.

'Kion…'

* * *

 _Kion jumped out of the way of Scar's attack, but the former king quickly recovered, launching another attack with a leaping swipe. Kion rolled out of the way. He ran away, but when he got close to the edge of the fire, he knew that there was no escaping. To attempt to jump through it would be suicide. As he turned back around, he tried to dodge another attack, but Scar's hind leg scratched his. He winced in pain, but was able to stay standing. However, this hindered him when Scar pounced again, pinning Kion to the ground._

" _And you're supposed to be the fiercest?!" He snarled, staring deeply into Kion's eyes with malicious intent. "Don't make me laugh! You are nothing but a pathetic little cub, whose friends have abandoned him! You're not worthy of the Roar!"_

" _T-t-that's not true," Kion spat, struggling to get the words out with the no longer deceased lion's paw on his chest._

" _Oh, but it is! I'll show you what the Roar looks like when used by someone with power, as I destroy you, once and for all! Say goodnight, Kion!"_

 _He grabbed Kion with his teeth and threw him to one side, before taking a stance. As a Kion took notice of how he dug his claws into the ground, Kion knew the only way to stop Scar's roar of the Elders would be to unleash his own. He gingerly scrambled to his feet, dug his claws into the ground, took in a deep breath, and just as Scar let out the Roar of the Elders, Kion followed suit. The two roars met in the sky, Kion's taking shape in the clouds while Scar's was created out of flames. The two roars were equally ferocious, but Kion was already weakened and the heat of the fire was almost unbearable. He kept fighting, knowing that if he weakened his resolve even a little, he would be destroyed._

* * *

Fuli saw Kion's chest rapidly rising and lowering. His mumbles grew faster and more worrying. He was crying visibly. It pained her to see him like this, causing a couple of tears in her eyes, and it had grown to the point where she could no longer take it. She gently stepped towards him, and lowering to the ground, she gently caressed her cheek against his own.

"Kion," she whispered, "can you hear me?"

* * *

" _Kion," he heard a voice call, "can you hear me?" As he heard this, the heat around him started to drop as a cool, calming breeze passed through his fur. "Kion, its all okay. Everything's okay." He recognised the voice, but in the heat of the moment, he couldn't recognise it. Still not allowing his Roar to fade, he looked back to Scar, who was wide eyed in shock. His own Roar was fading, and the fire that surrounded them started to dwindle. "You're safe."_

" _What's happening?!" Scar snapped. The Roar threatened to send him flying. "No! This can't be happening! I'm not finished with you yet, Kion! I will destroy you! I-"_

 _His claws were forced out of the ground, and Scar was sent flying, an ear-piercing scream accompanying him. As the Roar faded away, Kion's breathing started to return to normal. The fires had now completely faded, and the symbol in the ground blew away like ash. The grazing ground looked like there had never been a battle. 'What just happened?' he wondered._

" _Kion," he heard the voice again, much closer. Turning around, he saw Fuli, slowly approaching. "Don't worry," she said, "you're okay. I'm here." Her voice seemed slightly shaky and quiet, but he didn't care. He was so relieved to see her here, and there was such kindness and care behind her words that it put him at ease. She gently nuzzled him, and he nuzzled her back, finally smiling as his tears escaped his eyes._

" _Fuli," he spoke at last, "you're here."_

" _Of course, I am."_

* * *

"Please don't leave." He was still asleep, unaware he was talking out loud. Other than Fuli and Nala, everyone else was fast asleep as well, so they didn't hear him.

"I'm not going anywhere," she told him. "I will never leave you, Kion, and that's a promise."

"I… I thought that…"

"Shh," she cooed, her eyelids wanting to shut due to her own tiredness, "it's okay. Just relax. You're safe, and that's all that matters."

"Okay. Just… please. Don't leave."

"I won't. I'll stay right here, with you." She readjusted her position, so they were laying side by side, both with smiles on her face. "Good night, Kion."

"Fuli?"

"Mmhmm?"

"I love you."

Even though she was falling asleep, her smile grew as she heard this, and she responded, "I love you too."

As Fuli finally let sleep take over, Nala- having watched and heard it all unfold- smiled, both thankful for Fuli helping Kion to battle his fear, and pleased to hear the confession from the two cubs, regardless of whether or not it was out of tiredness or sincerity. 'Even though they may not realise it right now, the bond they share is something truly special. She's willing to do whatever she can to help him, and he's willing to open himself up to her in a way he can with no one else, and I'm pretty sure that goes both ways.' Careful not to wake Simba or Kiara, she stood up and slowly approached the sleeping cubs. She placed a kiss on Kion's head, before looking at Fuli. 'Thank you so much, Fuli. Kion would not be the same without you.' She placed a kiss on Fuli's head, then went back over to her previous spot next to Simba and Kiara. Sitting back down caused Kiara to stir, sleepily opening her eyes.

"Mom?" she drowsily asked. "What's going on?"

She smiled at her daughter. "Nothing, sweetie," she told her, gently nuzzling her, "go back to sleep. It's late, and you have another lesson tomorrow."

Kiara looked over to the entrance, and as she did so, she also noticed Kion and Fuli were sleeping next to each other. "How come Fuli is here?"

"Kion was having another nightmare, sweetie. She came to make sure he is okay."

"Oh." She looked slightly sad after saying that. "Hey, mom? If you had the option, would you rather have Fuli as your daughter?"

This slightly hurt her to hear. "Why would you say that?"

"Well, Fuli seems to be better than me at a number of things. She's faster, she's more confident, she's a more natural hunter, and she seems to be more understanding about things like this. If anything, I wish I was more like her."

Nala was slightly saddened by hearing this, so she nudged Kiara into her paws, and began to nuzzle her in the way only a mother could. "Kiara, no matter what, I would never replace you. You and Kion are my two biggest loves in life, and I could never get rid of either of you. I love you with all of my heart, and while I am grateful for Fuli helping Kion, I would much rather her be Kion's friend than my daughter."

Kiara nuzzled back. "Thanks, mom. I guess I was just letting my worries get the better of me."

"It's okay, Kiara. Now get some sleep. You've a long day tomorrow."

Kiara nodded, closing her eyes. "Goodnight, mom."

"Goodnight, dear." Nala kisses her on the head. As she rested her head, she glanced over at Kion and Fuli. While she meant what she had told the cheetah earlier, she also meant what she had just told Kiara. It was much better for everyone that Kion and Fuli were friends, rather than siblings, as it meant they cared for each other in the way that they did. She shut her eyes, allowing one final musing to enter her mind. 'As a daughter-in-law, though… I wouldn't mind that.'

THE END


End file.
